CO-DIAGNOSTICS, INC. Form 8-K (Feb. 27, 2020)

Summary

Current report on Form 8-K of Co-Diagnostics, Inc. reporting an event dated February 27, 2020. Under Item 1.01 the company entered into Securities Purchase Agreements with certain institutional investors for 470,000 shares of common stock at $9.00 per share in a registered direct offering, with gross proceeds expected to be approximately $4,230,000 and net proceeds approximately $3,965,220. H.C. Wainwright & Co. LLC is the exclusive lead placement agent and Maxim Group LLC the co-placement agent, with a fee of 7.0% of gross proceeds. The company intends to use the net proceeds for PCR equipment and raw materials, research and development costs, and working capital. Closing is expected on or about March 2, 2020, and /s/ Dwight H. Egan, Chief Executive Officer, signed February 27, 2020.

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
8-K

CURRENT
REPORT

Pursuant
to Section 13 or 15(d) of the

Securities
Exchange Act of 1934

Date
of report (Date of earliest event reported): February 27, 2020

CO-DIAGNOSTICS,
 INC.
(Exact
 name of small business issuer as specified in its charter)
Utah | 1-38148 | 46-2609363
(State
 or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS
 Employer Identification Number)

2401
S. Foothill Drive, Suite D, Salt Lake City, Utah 84109

(Address
of principal executive offices)

(801)
438-1036

(Issuer’s
telephone number)

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:

[ ] | Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] | Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] | Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] | Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Securities
registered pursuant to Section 12(b) of the Act:

Title
 of each class | Trading
 Symbol(s) | Name
 of exchange on which registered
Common
 Stock, par value $0.001 per share | CODX | NASDAQ
 Capital Market

Emerging
growth company [X]

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item
1.01. Entry into a Material Definitive Agreement.

On
February 27, 2020, Co-Diagnostics, Inc. (the “ Company” ) entered into Securities Purchase Agreements (the “ Purchase
Agreement ”) with certain institutional investors (the “ Investors ”) for the sale by the Company of
470,000 shares (the “ Common Shares ”) of the Company’s common stock, par value $0.001 per share (the “ Common
Stock ”), at a purchase price of $9.00 per share in a registered direct offering priced at-the-market under the Nasdaq
rules. The aggregate gross proceeds for the sale of the Common Shares is expected to be approximately $4,230,000. The closing
of the offering is expected to occur on or about March 2, 2020, subject to the satisfaction of customary closing conditions.

H.C.
Wainwright & Co. LLC, is acting as the exclusive lead placement agent in connection with the offering and Maxim Group LLC
is acting as co-placement agent in connection with the offering. The Company has agreed to pay the placement agents an aggregate
fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the offering. The Company also
agreed to pay the lead placement agent $15,000 for non-accountable expenses and $12,900 for clearing expenses.

The
net proceeds to the Company from the offering, after deducting the placement agents’ fees and offering expenses, are expected
to be approximately $3,965,220. The Company intends to use the net proceeds from this offering for acquisition of PCR (polymerase
chain reaction) equipment and raw materials to be used in connection with sale of tests used to diagnose infectious disease, including
strains and mutations of coronavirus, as well as research and development costs associated with test development for additional
pathogens and test menu expansion, and for working capital and other general corporate purposes.

The
Common Shares sold in the offering were offered and sold by the Company pursuant to an effective shelf registration statement
on Form S-3, that was originally filed on August 14, 2018 and declared effective by the Securities and Exchange Commission (“ SEC ”)
on September 7, 2018, and the base prospectus contained therein (File No. 333-226835) (the “ Registration Statement ”).
The Company will file a final prospectus supplement and the accompanying prospectus with the SEC in connection with the sale of
the securities.

The
representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties
to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating
the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality
in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly,
the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction,
and not to provide investors with any other factual information regarding the Company. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information
may or may not be fully reflected in public disclosures. The form of the Purchase Agreement is filed as Exhibit 10.1 to this Current
Report on Form 8-K. The foregoing summaries of the terms of the Purchase Agreement is subject to, and qualified in their entirety
by, such agreement, which is incorporated herein by reference.

The
legal opinion and consent of Carmel, Milazzo & DiChiara LLP relating to the securities is filed as Exhibit 5.1 to this Current
Report on Form 8-K and is incorporated herein by reference.

Item
8.01. Other Events.

On
February 27, 2020, the Company issued a press release announcing the sale of the Common Stock described above under Item 1.01
of this Current Report on Form 8-K.

The
information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed
“filed” for purposes of Section 18 of the United States Securities Exchange Act of 1934 (the “ Exchange Act ”)
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the United States Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.

Item
9.01. Financial Statements and Exhibits.

(d) | Exhibit
 No. | Description.
5.1 | Opinion of Carmel, Milazzo & DiChiara LLP
10.1 | Form of Securities Purchase Agreement, dated February 27, 2020.
23.1 | Consent of Carmel, Milazzo & DiChiara LLP (included in the opinion of Carmel, Milazzo & DiChiara LLP as Exhibit 5.1)
99.1 | Press Release, dated February 27, 2020

SIGNATURE

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.

CO-DIAGNOSTICS,
 INC.
By: | /s/
 Dwight H. Egan
Name: | Dwight
 H. Egan
Title: | Chief
 Executive Officer

Date:
February 27, 2020

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